Terms and Policies

Roqa, Inc.’s Roqa Credit Program For Member Restaurants 

Last Modified: March 31, 2018 

  1. Acceptance Of The Terms Of The Roqa Credit Program 

Further to the Roqa, Inc. (“Roqa” or “we” or “our) Terms of Use, these terms set out the member restaurant’s (“you” or “your or “Member Resturant”) responsibilities and obligations, including the responsibility to read, understand and comply with the terms herein pertaining to you paying Roqa a portion of the amount a registered Roqa Consumer purchases at your establishment (the “Roqa Program” or the “Program” and the “Program Terms”). Roqa may update or revise the Program Terms at any time. Accordingly, you agree that you will review these Program Terms periodically. Roqa recognizes that you can decide whether or not to accept a modified version of these Program Terms.  However, you will only be allowed to continue to use the Services provided by Roqa, and continue to participate in the Program, if you accept the modified Program Terms, which may include evidencing your acceptance by having you select an “accept” prompt. Not agreeing to the modified Program Terms will result in termination of your access to and use of the Services and the Program, which will result in the termination and deletion of your Roqa membership and your Roqa account.

  1. Joining the Roqa Program Is Easy 

To become a member of the Roqa Program, you simply have to register as a member restaurant on the Roqa App.  Please note that the Roqa Program is only available in the areas where the Service is available.

  1. Paying Roqa Credits 

A.   Roqa Paying Out Roqa Credits

Paying Roqa Credits to Roqa is simple because it  only happens when a registered Roqa Consumer dines at your restaurant (the “Primary Consumer”). When that happens, Roqa will automatically invoice you for the percentage of the Primary Consumer’s meal that you agreed to pay Roqa when you completed your profile page (the “Agreed Percentage”). For example, if when you completed your profile page you agreed that the Agreed Percentage would be twenty percent (20%) of the Net Amount (as defined below) of the Primary Consumer’s meal, then assuming the Net Amount was $100.00, after the Primary Consumer has completed the Process (as also defined below) you will be invoiced and obligated to pay Roqa $20.00 (the “Roqa Meal-Credit”).

As you learned from your profile page, the “Net Amount” is calculated as the price paid by the Primary Consumer to you for their meal at your restaurant, with the exclusion of taxes, tip, __[credit card fee].  And that Net Amount is only due to Roqa if the Primary Consumer completed the “Process”, which entails: a) the Primary Consumer paying for their meal enjoyed at your restaurant; (b) the Consumer taking a picture of their receipt from that meal; (c) uploading that receipt to the Roqa App while the Consumer is still inside your restaurant; (d) that receipt is accepted by the Roqa App; (e) the Consumer entering a review of their meal on the Roqa App; and (f) ____.

As explained on the Roqa App, so as to incentivize Consumers to dine at your restaurant, the Roqa Meal-Credit paid by you to Roqa is divided among multiple Consumers as follows. First, if you had been recruited to use the Roqa Service by a previously registered Roqa Consumer (the “Recruiting Consumer”), Roqa will pay that Recruiting Consumer one percent (1%) of the Roqa Meal-Credit for one year from the date you registered for the Roqa Service.  Next the Primary Consumer who actually dined at your restaurant and completed the Process will receive five percent (5%) of the Roqa Meal-Credit.  Also, if the Primary Consumer dined at your restaurant at the recommendation of a different Roqa Consumer (the “Recommending Consumer”), Roqa will also pay that Recommending Consumer four percent (4%) of the Roqa Meal-Credit for three (3) months from the date that Recommending Consumer first ate at your restaurant and in completing the process recommended others dine at your restaurant.  And if the Recommending Consumer ate at your restaurant because of the recommendation of an earlier Roqa registered Consumer (the “Original Recommender”), then for three (3) months from the date the Original Recommender recommended your restaurant while completing the Process, that Original Recommender will also receive three percent (3%) of the Roqa Meal-Credit.

Accordingly, to drive diners to your restaurant, Roqa will pay out from the Roqa Meal-Credit: (a) 1% to the Recruiting Consumer; (b) 5% to the Primary Consumer; (c) 4% to the Recommending Consumer; and (d) 3% to the Original Recommender, each for the time periods discussed above.

B.   You Paying Roqa Paying Out Roqa Meal-Credits

You are obligated to pay Roqa the Roqa Meal-Credit  as each Primary Consumer completes the Process. At the end of each day Roqa will total all of the individual Roqa Meal-Credits into a single invoice, and send that invoice to you electronically (the “Invoice”).. The payment terms of all such invoices are discussed below in Billing.

It should be noted that _______.

  1. Billing

Roqa will electronically send you an Invoice at the end of each day you entertained at least one Primary Consumer.  Each Invoice is payable according to the payment agreement set up in your profile.

If you have set up your profile to allow payment to be carried out via an automated daily payment, such as via PayPal or ACH payment, by doing so you have agreed that every day that Roqa sends you an Invoice, Roqa may pay that Invoice through an automatic withdraw of the amount of that Invoice from the account registered in your profile.

If your profile is set to have the payment carried out on a monthly basis, Roqa will tally each of the Invoices into a single “Monthly Invoice”, and Roqa will send that Monthly Invoice to you electronically at the end of every month, and the Monthly Invoice will be payable within thirty (30) days thereafter. If you have set up your profile to allow payment to be carried out via an automated monthly payment, such as via PayPal or ACH payment, by doing so you have agreed that at the end of every month, Roqa may pay that Monthly Invoice through an automatic withdraw of the amount of that Monthly Invoice from the account registered in your profile, and that such payment will be made on the same day as you receive the Monthly Invoice.

If for any reason Roqa is unable to automatically withdraw from your account the amount necessary to pay for any undisputed Invoice or Monthly Invoice, or to pay any incorrectly disputed payment not received by the agreed upon timeframe set up in your profile,

Any undisputed Invoice (whether daily or Monthly Invoice) or any incorrectly disputed payment not received by the agreed upon timeframe set up in your profile (or, in the case of incorrectly disputed payments, not received by the thirtieth (30th) day following Roqa’s response to such dispute (assuming such dispute occurs within thirty (30) days of receipt of the Invoice) will accrue interest at a rate of one and one-half percent (1.5%) per month from the date of either the Invoice or the Monthly Invoice as applicable, or the highest rate allowed by applicable law, whichever is lower.  Roqa retains the right to impose the interest charges set forth above on any Invoice or Monthly Invoice which is delinquent regardless of whether or not past due such Invoices have been sent without such interest charges included.

If payment of your applicable Invoice or Monthly Invoice is delinquent for any reaosn, Roqa has the right, upon written notice to you, to modify the payment terms to require full payment before resuming the Service or require other assurances to secure your payment of the applicable Invoice(s) or Monthly Invoice(s) at issue. If you are more than thirty (30) days delinquent in payment for the applicable Invoice or Monthly Invoice, Roqa has the additional right to suspend or terminate your use of the Service, and has the right to inform Roqa Consumers that your participation in the Service has been suspended or terminated.

If you in good faith dispute a portion of any Invoice (not the Monthly Invoice), you will complete a Billing Dispute Form (available on the Roqa App) within thirty (30) days of receiving the Invoice containing the disputed charge. Such form will be submitted to Roqa via the Roqa App.  Roqa will promptly work to reconcile any submitted disputes. You are obligated to pay all non-disputed items when due, regardless of whether an Invoice contains disputed charges. If you do not dispute an Invoice within thirty (30) days of receipt of such Invoice, you forfeit any further right to dispute such Invoice.

  1. Circumstances Out Of Roqa’s Control 

Further to the Terms of Use, Roqa is not responsible for any circumstances outside of Roqa’s control, and as such is not liable for the damages, costs or fees arising out of such circumstances.  By way of example only, if a Primary Consumer were to cause physical damage to your restaurant, or a Primary Customer authors an unfavorable review of your restaurant, Roqa will not be held liable or responsible.

  1. Additional Terms and Conditions 

Further to the Terms of Use, and further to the Program Terms set forth herein, the Program Terms also include the following additional terms and conditions. Except for the Agreed Percentage, Roqa may change the terms, obligations or benefits of participation in the Program, and/or change the Process, at any time and for any reason, and may do so for a portion of, or for the entirety of the Program Terms. Such change to or termination of the Program or Service may be done with or without notice to you. Roqa will make all final determinations regarding any disputes that arise pertaining to the use of the Service and/or the Program.

Roqa will only change or modify the Agreed Percentage after (a) consultation with you; and (b) receiving your prior written agreement to such change or modification.

Roqa reserves the sole right to suspend and/or terminate your use of the Service and/or the Program, and such suspension and/or termination will not give rise to any relief, in law or equity, for you or to you. Such suspension and/or termination can arise for any reason, but includes by way of example only that (a) Roqa wishes to suspend its operation of the Service and/or the Program in either its entirety or just for a given Member Restaurant or Consumer; and/or (b) in Roqa’s sole determination you are misusing the Service and/or the Program. Should Roqa offer or promote benefits pertaining to a partner operation, Roqa will not be responsible for either that partner’s operation of its service, or that partner’s participation in the Service and/or Program. You are solely responsible for any tax liability that may arise or be related to your participation in the Service and/or Program.

Any inquires you may have regarding the operation of the Program and/or the Service, must be submitted via email to _______________@roqa.com within seven (7) days of the occurrence of the event at issue, otherwise Roqa will not be able to respond accurately.

These Program Terms are incorporated in their entirety into the Terms of Use, and as such the Terms of Use are interpreted and applied in view of the Program Terms.